false 0001907730 0001907730 2024-05-07 2024-05-07 0001907730 yotau:UnitsMember 2024-05-07 2024-05-07 0001907730 us-gaap:CommonStockMember 2024-05-07 2024-05-07 0001907730 yotau:WarrantsMember 2024-05-07 2024-05-07 0001907730 us-gaap:RightsMember 2024-05-07 2024-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 7, 2024

Date of Report (Date of earliest event reported)

 

Yotta Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41357   86-3374167

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

1185 Avenue of the Americas, Suite 301

New York, NY 10036

   10036
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 612-1400

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units   YOTAU   The Nasdaq Stock Market LLC
Common Stock   YOTA   The Nasdaq Stock Market LLC
Warrants   YOTAW   The Nasdaq Stock Market LLC
Rights   YOTAR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On May 7, 2024, Yotta Acquisition Corporation (the “Company”) received written notice (the “First Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) because the Company has not maintained a minimum Market Value of Publicly Held Securities (“MVPHS”) of at least $15 million. The First Notice has no immediate effect on the listing or trading of the Company’s listed securities (the “Listed Securities”).

 

The Company has 180 calendar days from the date of the First Notice, or until November 4, 2024, to regain compliance. If at any time during this 180 day period the MVPHS is at least $15 million for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed. Alternatively, the Company may consider applying for a transfer to the Nasdaq Capital Market (the “Capital Market”). In order to transfer, the Company must submit an on-line Transfer Application, pay a $5,000 fee and meet the Capital Market’s continued listing requirements.

 

On the same date, the Company received written notice (the “Second Notice”) from Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5450(b) because the Company has not maintained a minimum 1,100,000 publicly held shares. The Second Notice has no immediate effect on the listing or trading of the Company’s listed securities (the “Listed Securities”).

 

The Company has 45 calendar days to submit a plan to regain compliance. If the plan is accepted, Nasdaq will grant an extension of up to 180 calendar days from the date of the Second Notice, or until November 4, 2024, to regain compliance. Alternatively, the Company may consider applying for a transfer to the Capital Market. In order to transfer, the Company must submit an on-line Transfer Application, pay a $5,000 fee and meet the Capital Market’s continued listing requirements.

 

If the Company does not regain compliance with the publicly held shares requirement within the compliance period, the Company’s Listed Securities will be subject to delisting. In the event the Company receives notice that the Company’s Listed Securities are being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Nasdaq staff to a hearings panel.

 

1

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 10, 2024 Yotta Acquisition Corporation
     
  By: /s/ Hui Chen
  Name: Hui Chen
  Title: Chief Executive Officer

 

2

v3.24.1.1.u2
Cover
May 07, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date May 07, 2024
Entity File Number 001-41357
Entity Registrant Name Yotta Acquisition Corporation
Entity Central Index Key 0001907730
Entity Tax Identification Number 86-3374167
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1185 Avenue of the Americas
Entity Address, Address Line Two Suite 301
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code (212)
Local Phone Number 612-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units  
Title of 12(b) Security Units
Trading Symbol YOTAU
Security Exchange Name NASDAQ
Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol YOTA
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol YOTAW
Security Exchange Name NASDAQ
Rights [Member]  
Title of 12(b) Security Rights
Trading Symbol YOTAR
Security Exchange Name NASDAQ
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